Spain Company Documents

In Spain the commercial register is the Registro Mercantil. Company documents such as the Memorandum of Association (Estatutos) and the Articles of Association (Escritura) and change of directors are formalised by a Spanish public notary, and then made public through being lodged with the Mercantile Register. We can obtain copies of such documents through our office in Madrid.

Spain Company Document fees

Registro Mercantil

The Central Mercantile Register is in charge of maintaining the Mercantile Registry and is dependent on the Ministry of Justice through the Directorate-General of Registries and Notarial Affairs. (Dirección General de los Registros y del Notariado). The Registro Mercantil organises and processed company filings in accordance with Section 379 of the Mercantile Register Regulations.

Spain Company Search Report

The Spanish company search includes:

• Confirms company name / Denominación
• Date of Incorporation
• Registration details
• Objects of the company / Objeto Social
• Registered office address / Domicilio Social
• Share capital / Capital social
• Paid up share capital
• CIF number
• Date the company began trading
• Company contact details – where available
• Details of the company directors
• Details of original company Shareholders/ Accionistas when the company was incorporated – Details of Shareholders are not updated in the Registry, so it is not possible for a third party to know who the shareholders of a limited company are. The purchase and sale of shares are done through deeds signed with a notary and details are kept at the Registered Office of the company and the tax authorities

Director & Company Officers

Details of directors are recorded in the Mercantile Register together with their powers to act for a company.

• Where there is only one director, they are called a Sole Director/Administrador Único
• Where there is more than one director, they may are called Administrador Solidario- a director with powers to bind the company, without seeking approval from other directors or shareholders.
• Where there is more than one director, they may are called Administrador Mancomuniado- a director which has to seek approval of the other directors, to bind the company in a notarised contract, or sometimes a private contact

Any change of director, or change of status of a director, needs to organised with a notary, and details need to be recorded in the Mercantile Register

• Name / Nombre
• DNI (Identity number)
• Officers type / Cargo – (member of the Board, president, company secretary, managing director)
• Date of the deed / Fecha de la escritura
• Residence / Residencia
• Notarial protocol number / Número de protocolo
• Notary – person who signs the certificate / Notario /
  Certificante
• Date of appointment / Fecha de nombramiento – if available
• Duration / Duración – if available

Company Accounts:

• The latest filed Directors’ Report and Accounts – contents include: directors’ report, independent auditors’ report, profit and loss account, balance sheets, cash flow statement, notes on the cash flow statement and notes on the financial statements – if filed/available

Record of Lodging of Annual Accounts including:

• Accounting year / Ejercicio
• Date of lodgement of document / Fecha de depósito
• General Ledger / Diario
• Details of each file lodged / Depósitos
• Accounting year-end date / Fecha de cierre
• Date of legalisation of company books by registry / Fecha de legalización

Auditors details/ Auditores – (if available) including:

• Name / Nombre
• DNI (Identity number)
• Date of appointment / Fecha de nombramiento
• Inscriptio / Inscripción
• Duration / Duración
• Date of inscription / Fecha inscripción

Spain Certificate of Incorporation

In Spain an official Certificate of Incorporation does not exist, a Spanish public notary can provide official records to certify the company is incorporated, when it was incorporated and other basic information. When a company is incorporated a note must be published in the Governments Borme Gazette, which states the company has been fully registered. We are able to provide a copy of this official publication.

Certificate of Good Standing – Nota Simple

The Certificate of Good Standing does not exist as such in Spain, but it is possible to obtain a Nota Simple document that serves an identical purpose. This document is supplied by a Spanish notary who gathers the appropriate documentation and information from the Spanish Central Mercantile Registry.

Nota Simple Informativa is a document we can obtain through a Spanish office and includes company information:

• Deed of Incorporation
• Any change of director deeds
• Any change of share capital deeds – excluding private sale of shares

The Nota Simple Informativa can be legalised by a notary and the notarisation can be apostilled.

The Nota Simple provides basic information on the company along with certifying the company is in a state of Good Standing.

The Nota Simple is officially sealed and stamped by the Mercantile Registry, and is signed by an authorised officer to confirm its authenticity.

Memorandum of Association & Articles

We are able to provide copies of a Spanish companies Memorandum of Association. The Memorandum of Association will include the company name, registered office, registered agent, business activities, share capital, company objects and power of the Spanish company.

The Articles of Association form the company’s constitution and internal rules. This document must be drafted and presented to the public notary before the company can be incorporated.

Shareholders

When a company is incorporated in Spain the initial shareholders are recorded in the deed of incorporation, however, any subsequent changes to the company’s shareholders does not need to be filed with the Registro Mercantil.

We are able to provide details of all initial company shareholders along with details of the amount paid up on each share, but may not be able to provide information on any new shareholders appointed after the company was incorporated.

Director’s Report & Accounts – Financial Statements

Spanish companies file annual financial statements within four months from the end of the company’s financial year with the Registro Mercantil (Mercantile Registry), including balance sheet, profit and loss and notes.

We are able to provide copies of the latest director’s reports and accounts for Spanish registered companies. Company accounts and director’s reports filed vary depending on the size of the company. Companies fulfilling two of the following three criteria are not obliged to have their accounts audited:

• Total Assets less than €2,850,000
• Turnover less than €5,700,000
• Average number of employees less than 50

Financial statements are supplied in Spanish or Catalan depending on where the filings have been made.

Annual Return

An annual return must be submitted, disclosing the companies corporate governance structure and its operations.

Company Directors

When a company is incorporated the public notary will require details of the company directors’ which will be recorded in the directors register. Once the company is incorporated there is no obligation for companies to file details of new directorship appointments. Unless the company chooses to file new director information, we are only able to provide details of the initial company directors who held their directorships when the company was incorporated.